UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x | Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended December 31, 2004 |
or
¨ | Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the transition period from to |
Commission File Number: 000-26926
SCANSOURCE, INC.
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA | 57-0965380 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
6 Logue Court, Greenville, South Carolina | 29615 | |
(Address of principal executive offices) | (Zip Code) |
(864) 288-2432
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act) . Yes x No ¨
As of February 1, 2005, 12,626,848 shares of the registrants common stock, no par value, were outstanding.
INDEX TO FORM 10-Q
December 31, 2004
Page No.
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PART I. | FINANCIAL INFORMATION | |||||
Item 1. | ||||||
Condensed Consolidated Balance Sheets as of December 31, 2004 and June 30, 2004 |
3 | |||||
5 | ||||||
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2004 and 2003 |
7 | |||||
8 | ||||||
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
22 | ||||
Item 3. | 30 | |||||
Item 4. | 31 | |||||
PART II. | OTHER INFORMATION | |||||
Item 4. | 32 | |||||
Item 6. | 33 | |||||
SIGNATURES | 34 |
Cautionary Statements
Certain of the statements contained in this Form 10-Q, as well as in the Companys other filings with the Securities and Exchange Commission (SEC), that are not historical facts are forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The Company cautions readers of this report that a number of important factors could cause the Companys activities and/or actual results in fiscal 2005 and beyond to differ materially from those expressed in any such forward-looking statements. These factors include, without limitation: the Companys dependence on vendors, product supply, senior management, centralized functions and third-party shippers; the Companys ability to compete successfully in a highly competitive market and to manage significant additions in personnel and increases in working capital; the Companys ability to collect outstanding accounts receivable; the Companys entry into new product markets in which it has no prior experience; the Companys susceptibility to quarterly fluctuations in net sales and results of operations; the Companys ability to manage successfully pricing or stock rotation opportunities associated with inventory value decreases; other factors such as narrow profit margins, inventory risks due to shifts in market demand, dependence on information systems, credit exposure due to the deterioration in the financial condition of our customers, a downturn in the general economy, the inability to obtain required capital, potential adverse effects of acquisitions, fluctuations in interest rates, foreign currency exchange rates and exposure to foreign markets (including the imposition of governmental controls, currency devaluations, export license requirements, restrictions on the export of certain technology, political instability, trade restrictions, tariff changes, difficulties in staffing and managing international operations, changes in the interpretation and enforcement of laws (in particular related to items such as duty and taxation), longer collection periods and the impact of local economic conditions and practices), the impact of changes in income tax legislation, acts of war or terrorism, exposure to natural disasters, potential impact of labor strikes, volatility of common stock, and the accuracy of forecast data; and other factors described herein and in other reports and documents filed by the Company with the SEC, including Exhibit 99.1 to the Companys Form 10-K for the year ended June 30, 2004.
Additional discussion of these and other factors affecting our business and prospects is contained in our periodic filings with the SEC, copies of which can be obtained at the Investor Relations section of our website at www.scansource.com. We provide our annual and quarterly reports free of charge on www.scansource.com, as soon as reasonably practicable after they are electronically filed, or furnished to, the SEC. We provide a link to all SEC filings where current reports on Form 8-K and any amendments to previously filed reports may be accessed, free of charge.
2
SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands)
Assets |
December 31,
2004 |
June 30,
2004* |
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Current assets: |
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Cash |
$ | 1,601 | $ | 1,047 | ||
Trade and notes receivable: |
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Trade, less allowance of $11,817 at December 31, 2004 and $9,725 at June 30, 2004 |
187,852 | 175,417 | ||||
Other |
3,618 | 3,919 | ||||
Inventories |
217,520 | 182,868 | ||||
Prepaid expenses and other assets |
1,542 | 1,670 | ||||
Deferred income taxes |
9,536 | 8,440 | ||||
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Total current assets |
421,669 | 373,361 | ||||
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Property and equipment, net |
22,822 | 23,663 | ||||
Goodwill |
10,261 | 9,978 | ||||
Other assets, including identifiable intangible assets |
6,768 | 6,190 | ||||
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Total assets |
$ | 461,520 | $ | 413,192 | ||
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* | Derived from audited financial statements at June 30, 2004. |
See notes to condensed consolidated financial statements (unaudited).
3
SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except for share information)
(Continued)
Liabilities and Shareholders Equity |
December 31,
2004 |
June 30,
2004* |
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Current liabilities: |
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Current portion of long-term debt |
$ | 5,383 | $ | 854 | ||
Subsidiary line of credit |
950 | | ||||
Trade accounts payable |
166,250 | 167,053 | ||||
Accrued expenses and other liabilities |
13,413 | 14,803 | ||||
Income taxes payable |
3,202 | 2,555 | ||||
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Total current liabilities |
189,198 | 185,265 | ||||
Deferred income taxes |
1,727 | 1,058 | ||||
Long-term debt |
1,644 | 6,584 | ||||
Borrowings under revolving credit facility |
59,883 | 32,569 | ||||
Other long-term liabilities |
673 | | ||||
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Total liabilities |
253,125 | 225,476 | ||||
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Minority interest |
931 | 1,072 | ||||
Commitments and contingencies |
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Shareholders equity: |
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Preferred stock, no par value; 3,000,000 shares authorized, none issued |
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Common stock, no par value; 45,000,000 and 25,000,000 shares authorized, 12,626,848 and 12,559,689 shares issued and outstanding at December 31, 2004 and June 30, 2004, respectively |
64,196 | 61,856 | ||||
Retained earnings |
139,286 | 121,288 | ||||
Accumulated other comprehensive income - equity adjustment from foreign currency translation |
3,982 | 3,500 | ||||
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Total shareholders equity |
207,464 | 186,644 | ||||
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Total liabilities and shareholders equity |
$ | 461,520 | $ | 413,192 | ||
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* | Derived from audited financial statements at June 30, 2004. |
See notes to condensed consolidated financial statements (unaudited).
4
SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
(In thousands)
Quarter ended
December 31, |
Six months ended
December 31, |
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2004
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2003
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2004
|
2003
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Net sales |
$ | 370,130 | $ | 288,966 | $ | 732,839 | $ | 565,440 | ||||||||
Cost of goods sold |
332,269 | 258,063 | 657,996 | 503,693 | ||||||||||||
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Gross profit |
37,861 | 30,903 | 74,843 | 61,747 | ||||||||||||
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Operating expenses: |
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Selling, general and administrative expenses |
23,110 | 20,045 | 45,422 | 41,204 | ||||||||||||
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Operating income |
14,751 | 10,858 | 29,421 | 20,543 | ||||||||||||
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Other expense (income): |
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Interest expense |
482 | 284 | 895 | 627 | ||||||||||||
Interest income |
(334 | ) | (85 | ) | (550 | ) | (246 | ) | ||||||||
Other, net |
(300 | ) | (64 | ) | (253 | ) | (230 | ) | ||||||||
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Total other expense |
(152 | ) | 135 | 92 | 151 | |||||||||||
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Income before income taxes and minority interest |
14,903 | 10,723 | 29,329 | 20,392 | ||||||||||||
Provision for income taxes |
5,719 | 3,935 | 11,201 | 7,524 | ||||||||||||
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Income before minority interest |
9,184 | 6,788 | 18,128 | 12,868 | ||||||||||||
Minority interest in income of consolidated subsidiaries, net of income taxes of $20 and $45, respectively, and $16 and $45, respectively |
100 | 121 | 130 | 121 | ||||||||||||
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Net income |
$ | 9,084 | $ | 6,667 | $ | 17,998 | $ | 12,747 | ||||||||
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See notes to condensed consolidated financial statements (unaudited).
5
SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
(In thousands, except per share data)
(Continued)
Quarter ended
December 31, |
Six months ended
December 31, |
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2004
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2003
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2004
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2003
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Per share data: |
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Net income per common share, basic |
$ | 0.72 | $ | 0.53 | $ | 1.43 | $ | 1.03 | ||||
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Weighted-average shares outstanding, basic |
12,620 | 12,508 | 12,600 | 12,389 | ||||||||
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Net income per common share, assuming dilution |
$ | 0.69 | $ | 0.52 | $ | 1.37 | $ | 1.00 | ||||
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Weighted-average shares outstanding, assuming dilution |
13,131 | 12,942 | 13,108 | 12,771 | ||||||||
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See notes to condensed consolidated financial statements (unaudited).
6
SCANSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
Six Months Ended
December 31, |
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2004
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2003
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Cash flows from operating activities: |
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Net income |
$ | 17,998 | $ | 12,747 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
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Depreciation |
2,434 | 2,490 | ||||||
Amortization of intangible assets |
235 | 112 | ||||||
Allowance for accounts and notes receivable |
1,997 | 1,267 | ||||||
Impairment of capitalized software |
30 | | ||||||
Deferred income tax benefit |
(437 | ) | (109 | ) | ||||
Tax benefit of stock option exercises |
1,124 | 882 | ||||||
Minority interest in income of subsidiaries |
130 | (121 | ) | |||||
Changes in operating assets and liabilities, net of acquisitions: |
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Trade and notes receivables |
(13,635 | ) | (17,836 | ) | ||||
Other receivables |
309 | 1,283 | ||||||
Inventories |
(32,602 | ) | (197 | ) | ||||
Prepaid expenses and other assets |
186 | 9 | ||||||
Other noncurrent assets |
(215 | ) | (1,084 | ) | ||||
Trade accounts payable |
(2,541 | ) | (4,523 | ) | ||||
Accrued expenses and other liabilities |
(786 | ) | (24 | ) | ||||
Income taxes payable |
611 | 1,333 | ||||||
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Net cash used in operating activities |
(25,162 | ) | (3,771 | ) | ||||
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Cash flows used in investing activities: |
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Capital expenditures |
(1,577 | ) | (1,209 | ) | ||||
Cash paid for business acquisitions |
(521 | ) | (277 | ) | ||||
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Net cash used in investing activities |
(2,098 | ) | (1,486 | ) | ||||
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Cash flows from financing activities: |
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Advances on revolving credit, net |
26,977 | 1,234 | ||||||
Exercise of stock options |
1,207 | 2,316 | ||||||
Repayments of long-term debt borrowings |
(411 | ) | (431 | ) | ||||
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Net cash provided by financing activities |
27,773 | 3,119 | ||||||
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Effect of exchange rate changes on cash |
41 | 309 | ||||||
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Increase (decrease) in cash |
554 | (1,829 | ) | |||||
Cash at beginning of period |
1,047 | 2,565 | ||||||
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Cash at end of period |
$ | 1,601 | $ | 736 | ||||
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See notes to condensed consolidated financial statements (unaudited).
7
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Scan Source , Inc. (the Company) have been prepared by the Companys management in accordance with generally accepted accounting principles for interim financial information and applicable rules and regulations of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to present fairly the financial position as of December 31, 2004 and June 30, 2004, the results of operations for the quarter and six month periods ended December 31, 2004 and 2003 and statement of cash flows for the six month periods ended December 31, 2004 and 2003. The results of operations for the quarter and six month periods ended December 31, 2004 and 2003 are not necessarily indicative of the results to be expected for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2004.
(2) Business Description
The Company is a leading distributor of specialty technology products, providing value-added distribution sales to resellers in the specialty technology markets. The Company has two geographic distribution segments: one serving North America from the Memphis, Tennessee distribution center, and an international segment currently serving Latin America (including Mexico) and Europe. The North American distribution segment markets automatic identification and data capture (AIDC) and point-of-sale (POS) products through its Scan Source sales unit; voice, data and converged communications equipment through its Catalyst Telecom sales unit; voice, data and converged communications products through its Para con sales unit; and electronic security products through its Scan Source Security Distribution unit. The international distribution segment markets AIDC and POS products through its Scan Source sales unit.
3) Summary of Significant Accounting Policies and Accounting Standards Recently Issued
Consolidation Policy
The consolidated financial statements include the accounts of the Company and all wholly-owned and majority-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated.
Minority Interest
Minority interest represents that portion of the net equity of majority-owned subsidiaries of the Company held by minority shareholders. The minority shareholders share of the subsidiaries income or loss is listed separately in the Consolidated Income Statements. Effective July 1, 2004, the Company acquired an additional 12% of Outsourcing Unlimited, Inc. (OUI) and an additional 8% of Netpoint International, Inc. (Netpoint). The Company now owns 88% of OUI, and 76% of Netpoint.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to the allowance for uncollectible accounts receivable and inventory reserves to reduce inventories to the lower of cost or market. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, the results of which form a basis for making judgments about the carrying value of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, management believes that its estimates, including those for the above described items, are reasonable and that the actual results will not vary significantly from the estimated amounts.
8
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The following significant accounting policies relate to the more significant judgments and estimates used in the preparation of the consolidated financial statements:
(a) Allowances for Accounts and Notes Receivable
The Company maintains an allowance for uncollectible accounts receivable for estimated losses resulting from customers failure to make payments on accounts receivable due to the Company. Management determines the estimate of the allowance for uncollectible accounts receivable considering a number of factors, including: (1) historical experience, (2) aging of the accounts receivable and (3) specific information obtained by the Company on the financial condition and the current credit worthiness of its customers. If the financial condition of the Companys customers were to deteriorate and reduce the ability of the Companys customers to make payments on their accounts, the Company may be required to increase its allowance by recording additional bad debt expense. Likewise, should the financial condition of the Companys customers improve and result in payments or settlements of previously reserved amounts, the Company may be required to record a reduction in bad debt expense to reverse the recorded allowance. In addition, the Company maintains an allowance for credits to customers that will be applied against future purchases.
(b) Inventory Reserves
Management determines the inventory reserves required to reduce inventories to the lower of cost or market based principally on the effects of technological changes, quantities of goods on hand, and other factors. An estimate is made of the market value, less costs to dispose, of products whose value is determined to be impaired. If these products are ultimately sold at less than estimated amounts, additional reserves may be required. Likewise, if these products are sold for more than the estimated amounts, reserves may be reduced.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Book overdrafts of $7,915,000 and $8,953,000 as of December 31, 2004 and June 30, 2004, respectively, are included in accounts payable.
Derivative Financial Instruments
The Companys foreign currency exposure results from purchasing and selling internationally in several foreign currencies. In addition, the Company has foreign currency risk related to debt that is denominated in currencies other than the U.S. Dollar. The Company may reduce its exposure to fluctuations in foreign exchange rates by creating offsetting positions through the use of derivative financial instruments or multi-currency borrowings. The market risk related to the foreign exchange agreements is offset by changes in the valuation of the underlying items hedged. The Company currently does not use derivative financial instruments for trading or speculative purposes, nor is the Company a party to leveraged derivatives.
Derivative financial instruments are accounted for on an accrual basis with gains and losses on these contracts recorded in income in the period in which their value changes. These contracts are generally for a duration of 90 days or less. The Company has elected not to designate its foreign currency contracts as hedging instruments. They are, therefore, marked to market with changes in their value recorded in the Consolidated Income Statement each period. The underlying exposures are denominated primarily in British Pounds, Euros, and Canadian Dollars. Summarized financial information related to these derivative contracts and changes in the underlying value of the foreign currency exposures follows:
Quarter ended
December 31, |
Six months ended December 31, |
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2004
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2003
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2004
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2003
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Foreign exchange derivative contract losses, net of gains |
$ | (175,000 | ) | $ | | $ | (363,000 | ) | $ | | ||||
Foreign currency transactional and remeasurement gains, net of losses |
433,000 | 74,000 | 586,000 | 296,000 | ||||||||||
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Net foreign currency transactional and remeasurement gains |
$ | 258,000 | $ | 74,000 | $ | 223,000 | $ | 296,000 | ||||||
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9
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Company had no currency forward contracts outstanding as of December 31, 2004. At June 30, 2004, the Company had one currency forward contract outstanding with a net liability under this contract of $21,000 which was included in accrued expenses and other liabilities. The following table provides information about the outstanding foreign currency derivative financial instrument as of June 30, 2004:
June 30, 2004 |
Notional
Amount |
Weighted Average
Contract Rate |
Estimated Fair
Market Value |
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US Dollar functional currency |
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Forward contracts - purchase US Dollar, sell Euro |
$ | 4,848,000 | 1.2120 | $ | (21,000 | ) |
The notional amount of forward exchange contracts is the amount of foreign currency to be bought or sold at maturity. Notional amounts are indicative of the extent of the Companys involvement in the various types and uses of derivative financial instruments and are not a measure of the Companys exposure to credit or market risks through its use of derivatives. The estimated fair value of derivative financial instruments represents the amount required to enter into similar offsetting contracts with similar remaining maturities based on quoted market prices.
Inventories
Inventories (consisting of AIDC, POS, business phone, converged communications equipment, and electronic security system products) are stated at the lower of cost (first-in, first-out method) or market.
Vendor Programs
Funds received from vendors for marketing programs and product rebates have been accounted for as a reduction of selling, general and administrative expenses (SG&A) or product cost according to the nature of the program, in accordance with Emerging Issues Task Force (EITF) No. 02-16, Accounting for Cash Consideration Received from a Vendor.
Product Warranty
The Companys vendors generally warrant the products distributed by the Company and allow the Company to return defective products, including those that have been returned to the Company by its customers. The Company does not independently warrant the products it distributes. However, to maintain customer relations, the Company facilitates vendor warranty policies by accepting for exchange, with the Companys prior approval, most defective products within 30 days of invoicing.
Long-Lived Assets
Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of 3 to 5 years for furniture and equipment, 3 to 5 years for computer software, 40 years for buildings and 15 years for building improvements. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life. Maintenance, repairs and minor renewals are charged to expense as incurred. Additions, major renewals and betterments to property and equipment are capitalized.
10
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For long-lived assets other than goodwill, if the sum of the expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value.
The Company reviews its long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable or may be impaired. The Company recognized charges of $0 and $30,000 for the quarter and six months ended December 31, 2004, respectively, and $0 and $0 for the quarter and six months ended December 31, 2003, respectively, in operating expenses for the impairment of certain capitalized software for the North American distribution segment. This software was no longer functional based on current operational needs.
Goodwill and Other Identifiable Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in acquisitions accounted for using the purchase method. With the adoption of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets , on July 1, 2001, the Company discontinued the amortization of goodwill. During fiscal year 2004 and 2003, the Company performed its annual test of goodwill to determine if there was impairment. These tests included the determination of each reporting units fair value using market multiples and discounted cash flows modeling. No impairment was required to be recorded related to the Companys annual impairment testing under this pronouncement.
The Company reviews the carrying value of its intangible assets with finite lives, which includes customer lists and non-compete agreements, as current events and circumstances warrant to determine whether there are any impairment losses. If indicators of impairment are present in intangible assets used in operations, and future cash flows are not expected to be sufficient to recover the assets carrying amount, an impairment loss is charged to expense in the period identified. These assets are included in other assets. The customer lists are amortized using the straight-line method over a period of 5 years. The non-compete agreements are amortized over their expected life, and the debt issue costs are amortized over the term of the credit facility (see Note 7).
Fair Value of Financial Instruments
The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of financial instruments such as accounts receivable, accounts payable, accrued liabilities, borrowings under the revolving credit facility and the subsidiary lines of credits approximate fair value, based upon either short maturities or variable interest rates of these instruments.
Contingencies
The Company accrues for contingent obligations, including estimated legal costs, when it is probable that a liability is incurred and the amount is reasonably estimable. As facts concerning contingencies become known, management reassesses its position and makes appropriate adjustments to the financial statements. Estimates that are particularly sensitive to future changes include tax, legal, and other regulatory matters, which are subject to change as events evolve and as additional information becomes available during the administrative and litigation process.
Revenue Recognition
Revenue is recognized once four criteria are met: (1) the Company must have persuasive evidence that an arrangement exists; (2) delivery must occur, which happens at the point of shipment (this includes the transfer of both title and risk of loss, provided that no significant obligations remain); (3) the price must be fixed and determinable; and (4) collectibility must be reasonably assured. A provision for estimated losses on returns is recorded at the time of sale based on historical experience.
11
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Company has service revenue associated with configuration and marketing which is recognized when work is complete and all obligations are substantially met. Revenue from multiple element arrangements is allocated to the various elements based on the relative fair value of the elements, and each revenue cycle is considered a separate accounting unit with recognition of revenue based on the criteria met for the individual element of the multiple deliverables. The Company has arrangements in which it earns a service fee determined as a percentage of the value of products shipped on behalf of the manufacturer, who retains the risk of credit loss. In the event of termination of the arrangements, the Company has the right to return certain inventory to the manufacturer. Such service fees earned by the Company are included in net sales and were less than 1% of net sales for each of the quarters and six months ended December 31, 2004 and 2003.
Shipping Costs
Shipping revenue is included in net sales and related costs are included in cost of goods sold.
Advertising Costs
The Company defers advertising related costs until the advertising is first run in trade or other publications or in the case of brochures, until the brochures are printed and available for distribution. Advertising costs, included in marketing costs, after vendor reimbursement, were not significant in the quarters ended December 31, 2004 or 2003. Deferred advertising costs at December 31, 2004 and 2003 were not significant.
Foreign Currency
The currency effects of translating the financial statements of the Companys foreign entities that operate in their local currency are included in the cumulative currency translation adjustment component of accumulated other comprehensive income. The assets and liabilities of these foreign entities are translated into U.S. Dollars using the exchange rate at the end of the respective period. Sales, costs and expenses are translated at average exchange rates effective during the respective period.
Foreign currency transactional and re-measurement gains and losses are included in other expense (income) in the Condensed Consolidated Income Statement.
Income Taxes
Income taxes are accounted for using the liability method. Deferred taxes reflect tax consequences on future years of differences between the tax bases of assets and liabilities and their financial reporting amounts. Valuation allowances are provided against deferred tax assets in accordance with SFAS No. 109, Accounting for Income Taxes . Federal income taxes are not provided on the undistributed earnings of foreign subsidiaries because it has been the practice of the Company to reinvest those earnings in the business outside of the United States.
Stock-Based Compensation
The Company has three stock-based employee compensation plans and a plan for its non-employee directors. The Company has adopted the disclosure provisions of SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosure , which amends SFAS No. 123, Accounting for Stock-Based Compensation . SFAS No. 148 allows for continued use of recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25 and related interpretations in accounting for those plans. The Company applies the recognition and measurement principles of APB Opinion No. 25, and related interpretations in accounting for those plans. No stock-based employee compensation expense is reflected in net income as all options
12
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions to stock-based employee compensation. Such disclosure is not necessarily indicative of the fair value of stock options that could be granted by the Company in future fiscal years or of the value of all options currently outstanding.
Quarter ended December 31, |
Six months ended December 31, |
|||||||||||
2004
|
2003
|
2004
|
2003
|
|||||||||
Net income, as reported |
$ | 9,084,000 | $ | 6,667,000 | $ | 17,998,000 | $ | 12,747,000 | ||||
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |
529,000 | 313,000 | 1,028,000 | 623,000 | ||||||||
|
|
|
|
|
|
|
|
|||||
Pro forma net income |
$ | 8,555,000 | $ | 6,354,000 | $ | 16,970,000 | $ | 12,124,000 | ||||
|
|
|
|
|
|
|
|
|||||
Quarter ended December 31, |
Six months ended December 31, |
|||||||||||
2004
|
2003
|
2004
|
2003
|
|||||||||
Earnings per share: |
||||||||||||
Income per common share, basic, as reported |
$ | 0.72 | $ | 0.53 | $ | 1.43 | $ | 1.03 | ||||
|
|
|
|
|
|
|
|
|||||
Income per common share, basic, pro forma |
$ | 0.68 | $ | 0.51 | $ | 1.35 | $ | 0.98 | ||||
|
|
|
|
|
|
|
|
|||||
Income per common share, assuming dilution, as reported |
$ | 0.69 | $ | 0.52 | $ | 1.37 | $ | 1.00 | ||||
|
|
|
|
|
|
|
|
|||||
Income per common share, assuming dilution, pro forma |
$ | 0.65 | $ | 0.49 | $ | 1.29 | $ | 0.95 | ||||
|
|
|
|
|
|
|
|
For the quarter and six months ended December 31, 2004, the number of options exercised for shares of common stock were 8,556 and 67,159, respectively. For the quarter and six months ended December 31, 2003, the number of options exercised for shares of common stock were 87,334 and 183,627, respectively.
Comprehensive Income
Comprehensive income is comprised of net income and foreign currency translation. The foreign currency translation gains or losses are not tax-effected because the earnings of foreign subsidiaries are considered by Company management to be permanently reinvested. For the quarter and six months ended December 31, 2004, comprehensive income consisted of net income of the Company of $9.1 million and $18.0 million, respectively, and net translation adjustment gains of $486,000 and $482,000, respectively. For the quarter and six months ended December 31, 2003, comprehensive income consisted of net income of the Company of $6.7 million and $12.7 million, respectively, and net translation adjustment gains of $1.1 million and $1.3 million, respectively.
Accounting Standards Recently Issued
In January 2003, the FASB issued Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. FIN 46 clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements , to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 applies immediately to variable interest entities (VIEs) created after January 31, 2003, and to VIEs in which an enterprise obtains an interest after that date. In December 2003, the FASB published a revision to FIN 46 to clarify some of the provisions and to exempt certain entities from its requirements. Under the new guidance, special effective date provisions apply to enterprises that have fully or partially applied FIN 46 prior to issuance of the revised interpretation. Otherwise, application of Interpretation 46R (FIN 46R) is required in financial statements of public
13
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
entities that have interests in structures that are commonly referred to as special-purpose entities (SPEs) for periods ending after December 15, 2003. Application by public entities, other than small business issuers, for all other types of VIEs other than SPEs is required in financial statements for periods ending after March 15, 2004. The Company has completed its evaluation of all potential VIEs relationships existing prior to February 1, 2003. The Company did not create or obtain any interest in a variable interest entity during the period February 1, 2003 through December 31, 2004. However, changes in the Companys business relationships with various entities could occur which may impact its financial statements under the requirements of FIN 46R. The Company has concluded that these relationships do not meet the requirements under the provision and therefore, there is no effect of these relationships on the Companys consolidated financial position or results of operations as of December 31, 2004.
On December 16, 2004, the FASB issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation . Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees , and amends FASB Statement No. 95, Statement of Cash Flows . Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Statement 123(R) must be adopted no later than July 1, 2005. Early adoption will be permitted in periods in which financial statements have not yet been issued. We expect to adopt Statement 123(R) on July 1, 2005. Statement 123(R) permits public companies to adopt its requirements using one of two methods: (1) A modified prospective method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of Statement 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the effective date. (2) A modified retrospective method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption. The Company is currently evaluating the adoption alternatives and expects to complete its evaluation by June 30, 2005. As permitted by Statement 123, the company currently accounts for share-based payments to employees using Opinion 25s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Accordingly, the adoption of Statement 123(R)s fair value method may have a significant impact on our result of operations, although it will have no impact on our overall financial position. The impact of adoption of Statement 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had we adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact of Statement 123 as described in the disclosure of pro forma net income and earnings per share in Note 3 to our consolidated financial statements. Statement 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. While the company cannot estimate what those amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amount of operating cash flows recognized in prior periods for such excess tax deductions were $882,000, $3.5 million, and $1.5 million in 2004, 2003 and 2002, respectively. The amount of operating cash flows recognized for such excess tax deductions in the six month period ended December 31, 2004 was $1.1 million.
14
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(4) Earnings Per Share
Basic earnings per share are computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per share are computed by dividing net income by the weighted-average number of common and potential common shares outstanding.
Net Income |
Shares
|
Per Share
Amount |
||||||
Quarter ended December 31, 2004: |
||||||||
Income per common share, basic |
$ | 9,084,000 | 12,620,000 | $ | 0.72 | |||
|
|
|||||||
Effect of dilutive stock options |
| 511,000 | ||||||
|
|
|
||||||
Income per common share, assuming dilution |
$ | 9,084,000 | 13,131,000 | $ | 0.69 | |||
|
|
|
|
|
||||
Six months ended December 31, 2004: |
||||||||
Income per common share, basic |
$ | 17,998,000 | 12,600,000 | $ | 1.43 | |||
|
|
|||||||
Effect of dilutive stock options |
| 508,000 | ||||||
|
|
|
||||||
Income per common share, assuming dilution |
$ | 17,998,000 | 13,108,000 | $ | 1.37 | |||
|
|
|
|
|
||||
Quarter ended December 31, 2003: |
||||||||
Income per common share, basic |
$ | 6,667,000 | 12,508,000 | $ | 0.53 | |||
|
|
|||||||
Effect of dilutive stock options |
| 434,000 | ||||||
|
|
|
||||||
Income per common share, assuming dilution |
$ | 6,667,000 | 12,942,000 | $ | 0.52 | |||
|
|
|
|
|
||||
Six months ended December 31, 2003: |
||||||||
Income per common share, basic |
$ | 12,747,000 | 12,389,000 | $ | 1.03 | |||
|
|
|||||||
Effect of dilutive stock options |
| 382,000 | ||||||
|
|
|
||||||
Income per common share, assuming dilution |
$ | 12,747,000 | 12,771,000 | $ | 1.00 | |||
|
|
|
|
|
For the quarter and six months ended December 31, 2004, there were 12,700 shares excluded from the computation of diluted earnings per share because their effect would have been antidilutive. For the quarter and six months ended December 31, 2003, there were 14,000 shares excluded from the computation of diluted earnings per share because their effect would have been antidilutive.
15
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(5) Revolving Credit Facility and Subsidiary Lines of Credit
At December 31, 2004, the Company had a $100 million multi-currency revolving credit facility with its bank group, which matures on July 31, 2008. The new credit facility was entered into on July 16, 2004. This facility has an accordion feature that allows the Company to increase the revolving credit line up to an additional $50 million, the first $30 million of which is committed with the existing bank group and the remaining $20 million is subject to syndication. The facility bears interest at either the 30-day LIBOR rate of interest in the United States or the 30, 60, 90 or 180-day LIBOR rate of interest in Europe. The interest rate is the appropriate LIBOR rate plus a rate varying from .75% to 1.75% tied to the Companys funded debt to EBITDA ratio ranging from 0.00:1.00 to 2.50:1.00 and a fixed charge coverage ratio of not less than 1.50:1. The effective weighted average interest rate at December 31, 2004 was 3.26% and the outstanding borrowings were $59.9 million on a calculated borrowing base of $100 million, leaving $40.1 million available for additional borrowings. The facility is collateralized by domestic assets, primarily accounts receivable and inventory. The agreement contains other restrictive financial covenants, including among other things, total liabilities to tangible net worth ratio and capital expenditure limits. The Company was in compliance with its covenants at December 31, 2004.
At June 30, 2004, the Companys former revolving credit facility with its bank group had a borrowing limit of the lesser of (i) $80 million or (ii) the sum of 85% of eligible accounts receivable plus the lesser of (a) 50% of eligible inventory or (b) $40 million. The interest rate was the 30-day LIBOR rate of interest plus a rate varying from 1.00% to 2.50% tied to the Companys funded debt to EBITDA ratio ranging from 2.50:1 to 4.25:1 and a fixed charge coverage ratio of not less than 2.75:1. The effective interest rate at June 30, 2004 was 2.13% and the outstanding balance was $32.6 million on a calculated borrowing base of $80 million, leaving $47.4 million available for additional borrowings. The revolving credit facility was collateralized by accounts receivable and eligible inventory. The credit agreement contained various restrictive covenants, including among other things, minimum net worth requirements, capital expenditure limits, maximum funded debt to EBITDA ratio and a fixed charge coverage ratio. The Company was in compliance with its covenants at June 30, 2004 and at the restatement date of the credit agreement.
At December 31, 2004, Netpoint, doing business as Scan Source Latin America, had an asset-based line of credit with a bank that was due on demand and had a borrowing limit of $1 million (increased from $600,000 as of August 27, 2004). The facility matures on August 27, 2005 and is collateralized by accounts receivable and eligible inventory. The facility contains a restrictive covenant which requires an average deposit of $50,000 at the bank. The Company has guaranteed 76% of the balance on the line, while the remaining 24% of the balance was guaranteed by Netpoints minority shareholder. The facility bears interest at the banks prime rate minus one percent. At December 31, 2004, the effective interest rate was 4.25%. At December 31, 2004 the outstanding balance was $950,000 and the outstanding standby letters of credit totaled $40,000, leaving $10,000 available for borrowings. Netpoint was in compliance with its covenant at December 31, 2004.
At June 30, 2004, Netpoint had an asset-based line of credit agreement with a bank that was due on demand. The borrowing limit on the line was the lesser of $600,000 or the sum of 75% of domestic accounts receivable and 50% of foreign accounts receivable, plus 10% of eligible inventory (up to $250,000). The interest rate was the banks prime rate minus one percent, which was 3.00% at June 30, 2004. All of Netpoints assets collateralized the line of credit. The Company had guaranteed 68% of the balance on the line, while the remaining 32% of the balance was guaranteed by Netpoints minority shareholder. At June 30, 2004, there were no outstanding borrowings on the line of credit. However, outstanding standby letters of credit totaled $40,000 leaving $560,000 available for additional borrowings. Netpoint was in compliance with its covenants at June 30, 2004.
16
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(6) Long-term Debt
Long-term debt consists of the following at December 31, 2004 and June 30, 2004:
December, 31
2004 |
June 30,
2004 |
|||||
Note payable to a bank, secured by distribution center land and building; monthly payments of principal and interest of $65,000; 3.71% and 2.53% variable interest rate, respectively at December 31, 2004 and June 30, 2004; maturing in fiscal year 2006 with a balloon payment of approximately $4,826,000 |
$ | 5,221,000 | $ | 5,528,000 | ||
Note payable to a bank, secured by office building and land; monthly payments of principal and interest of $15,000; 9.19% fixed interest rate at December 31, 2004 and June 30, 2004; maturing in fiscal 2007 with a balloon payment of approximately $1,458,000 |
1,530,000 | 1,549,000 | ||||
Note payable to a bank, secured by motor coach; monthly payments of principal and interest of $7,000; 3.71% and 2.53% variable interest rate, respectively at December 31, 2004 and June 30, 2004; maturing in fiscal 2006 with a balloon payment of approximately $147,000 |
234,000 | 274,000 | ||||
Capital leases for equipment with monthly principal payments ranging from $33 to $1,903 and effective interest rates ranging from 7.60% to 23.82% at December 31, 2004 and June 30, 2004, respectively |
42,000 | 87,000 | ||||
|
|
|
|
|||
7,027,000 | 7,438,000 | |||||
Less current portion |
5,383,000 | 854,000 | ||||
|
|
|
|
|||
Long-term portion |
$ | 1,644,000 | $ | 6,584,000 | ||
|
|
|
|
The notes payable secured by the distribution center and the motor coach contain certain financial covenants, including minimum net worth, capital expenditure limits, and a maximum debt to tangible net worth ratio, and prohibit the payment of dividends. The Company was in compliance with the various covenants at December 31, 2004.
The note payable secured by the distribution center land and building matures on September 5, 2005 with a balloon payment of approximately $4.8 million. The Company has ample borrowing capacity under its existing credit facility and is reviewing its various financing options to satisfy its obligations with respect to such payment. As of December 31, 2004, the $5.2 million balance was classified as current debt. As of June 30, 2004, the current portion of the debt was $647,000 and the long-term portion was $4.9 million.
17
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(7) Goodwill and Identifiable Intangible Assets
In accordance with SFAS No. 142, Goodwill and Other Intangible Assets , the Company performs its annual test of goodwill at the end of each fiscal year to determine if impairment has occurred. This testing includes the determination of each reporting units fair value using market multiples and discounted cash flows modeling. At the end of fiscal year 2004, no impairment charge was recorded. During the first quarter of fiscal year 2005, the Company acquired additional goodwill through the acquisition of an additional 12% interest in OUI and an additional 8% interest in Netpoint. Changes in the carrying amount of goodwill and other intangibles assets for the six months ended December 31, 2004, by operating segment, are as follows:
North
American Distribution Segment |
International
Distribution Segment |
Total
|
|||||||
Balance as of June 30, 2004 |
$ | 5,719,000 | $ | 4,259,000 | $ | 9,978,000 | |||
Excess of cost over fair value of acquired net assets, net |
27,000 | 256,000 | 283,000 | ||||||
|
|
|
|
|
|
||||
Balance as of December 31, 2004 |
$ | 5,746,000 | $ | 4,515,000 | $ | 10,261,000 | |||
|
|
|
|
|
|
Included within other assets are identifiable intangible assets as follows:
As of December 31, 2004
|
As of June 30, 2004
|
|||||||||||||||||
Gross
Carrying Amount |
Accumulated
Amortization |
Net
Book
|
Gross
Carrying Amount |
Accumulated
Amortization |
Net
Book
|
|||||||||||||
Amortized intangible assets: |
||||||||||||||||||
Customer lists |
$ | 338,000 | $ | 201,000 | $ | 137,000 | $ | 338,000 | $ | 167,000 | $ | 171,000 | ||||||
Debt issue costs |
532,000 | 55,000 | 477,000 | | | | ||||||||||||
Non-compete agreements |
425,000 | 396,000 | 29,000 | 425,000 | 250,000 | 175,000 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
$ | 1,295,000 | $ | 652,000 | $ | 643,000 | $ | 763,000 | $ | 417,000 | $ | 346,000 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
The customer lists are amortized using the straight-line method over a period of 5 years. The non-compete agreements are amortized over their expected life and the debt issue costs are amortized over the term of the credit facility. Amortization expense for the quarter and six months ended December 31, 2004 was $79,000 and $235,000, respectively. Amortization expense for the quarter and six months ended December 31, 2003 was $51,000 and $103,000, respectively. Amortization expense is estimated to be approximately $363,000 for fiscal year 2005, $200,000 for fiscal year 2006, $170,000 for fiscal year 2007, $133,000 for fiscal year 2008 and $12,000 for fiscal year 2009.
18
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(8) Segment Information
The Company is a leading distributor of specialty technology products, providing value-added distribution sales to resellers in the specialty technology markets. Based on geographic location, the Company has two segments for distribution of specialty technology products. The measure of segment profit is income from operations, and the accounting policies of the segments are the same as those described in Note 2 to the audited consolidated financial statements contained in the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2004. Beginning with the first quarter of fiscal 2004, the ChannelMax segment has been restructured into the North American Distribution segment.
North American Distribution
North American Distribution offers products for sale in four primary categories: (i) AIDC and POS equipment sold by the Scan Source sales unit, (ii) voice, data and converged communications equipment sold by the Catalyst Telecom sales unit, (iii) voice, data and converged communications products sold by the Para con sales unit, and (iv) electronic security products through its Scan Source Security Distribution sales unit. These products are sold to more than 11,000 resellers and integrators of technology products that are geographically disbursed over the United States and Canada in a pattern that mirrors population concentration. No single account represented more than 7% of the Companys consolidated net sales during the quarter and six month periods ended December 31, 2004 and 2003.
International Distribution
International Distribution sells to two geographic areas, Latin America (including Mexico) and Europe, and offers AIDC and POS equipment to approximately 4,000 resellers and integrators of technology products. This segment began during fiscal 2002 with the Companys purchase of a majority interest in Netpoint and the start-up of the Companys European operations. Of this segments customers, no single account represented 1% or more of the Companys consolidated net sales during the quarter and six month periods ended December 31, 2004 and 2003.
The Company evaluates segment performance based on operating income. Inter-segment sales consist of sales by the North American Distribution segment to the International Distribution segment. All inter-segment revenues and profits have been eliminated in the accompanying consolidated financial statements.
19
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Selected financial information of each business segment are presented below:
Quarter ended December 31, |
Six months ended December 31, |
|||||||||||||||
2004
|
2003
|
2004
|
2003
|
|||||||||||||
Sales: |
||||||||||||||||
North American distribution |
$ | 327,683,000 | $ | 263,006,000 | $ | 660,642,000 | $ | 518,218,000 | ||||||||
International distribution |
47,218,000 | 28,962,000 | 79,684,000 | 52,615,000 | ||||||||||||
Less intersegment sales |
(4,771,000 | ) | (3,002,000 | ) | (7,487,000 | ) | (5,393,000 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
$ | 370,130,000 | $ | 288,966,000 | $ | 732,839,000 | $ | 565,440,000 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization: |
||||||||||||||||
North American distribution |
$ | 1,155,000 | $ | 1,121,000 | $ | 2,403,000 | $ | 2,313,000 | ||||||||
International distribution |
139,000 | 211,000 | 266,000 | 289,000 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
$ | 1,294,000 | $ | 1,332,000 | $ | 2,669,000 | $ | 2,602,000 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating income: |
||||||||||||||||
North American distribution |
$ | 13,807,000 | $ | 10,132,000 | $ | 28,387,000 | $ | 19,831,000 | ||||||||
International distribution |
944,000 | 726,000 | 1,034,000 | 712,000 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
$ | 14,751,000 | $ | 10,858,000 | $ | 29,421,000 | $ | 20,543,000 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures: |
||||||||||||||||
North American distribution |
$ | 1,130,000 | $ | 421,000 | $ | 1,364,000 | $ | 1,036,000 | ||||||||
International distribution |
111,000 | 136,000 | 213,000 | 173,000 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
$ | 1,241,000 | $ | 557,000 | $ | 1,577,000 | $ | 1,209,000 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Assets for each business unit are summarized below:
December 31,
2004 |
June 30, 2004 |
|||||
Assets: |
||||||
North American distribution |
$ | 399,193,000 | $ | 373,101,000 | ||
International distribution |
62,327,000 | 40,091,000 | ||||
|
|
|
|
|||
$ | 461,520,000 | $ | 413,192,000 | |||
|
|
|
|
20
SCANSOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(9) Special Charges
The Company incurred special charges of $2.3 million during the quarter ended September 30, 2003 related to the restructuring of the ChannelMax business segment into the North American Distribution segment. Effective July 1, 2003, the Company reassigned the ChannelMax segment to become a part of the North American Distribution segment. The Company consolidated the information services and operational staff into the Companys corporate group. These charges primarily consisted of costs associated with employee severance for 9 employees of the operations management and programming groups and ChannelMax option settlement costs associated with the segment. These charges are included in operating expenses on the Companys Condensed Consolidated Income Statements.
(10) Commitments and Contingencies
Contingencies The Company received an assessment for a sales and use tax matter for the three calendar years ended 2001. Based on this assessment, the Company has determined a probable range for the disposition of that assessment and for subsequent periods. Although the Company is disputing the assessment, it accrued a liability of $1.4 million at December 31, 2004 and June 30, 2004. Although there can be no assurance of the ultimate outcome at this time, the Company intends to vigorously defend its position.
21
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Net Sales
The following tables summarize the Companys net sales results (net of inter-segment sales):
Quarter ended December 31, |
Difference |
Percentage Change |
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2004
|
2003
|
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(In thousands) | ||||||||||||
North American distribution |
$ | 322,912 | $ | 260,004 | $ | 62,908 | 24.2 | % | ||||
International distribution |
47,218 | 28,962 | 18,256 | 63.0 | % | |||||||
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Net sales |
$ | 370,130 | $ | 288,966 | $ | 81,164 | 28.1 | % | ||||
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Six months ended December 31, |
Difference |
Percentage Change |
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2004
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2003
|
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(In thousands) | ||||||||||||
North American distribution |
$ | 653,155 | $ | 512,825 | $ | 140,330 | 27.4 | % | ||||
International distribution |
79,684 | 52,615 | 27,069 | 51.4 | % | |||||||
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Net sales |
$ | 732,839 | $ | 565,440 | $ | 167,399 | 29.6 | % | ||||
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North American Distribution
North American distribution sales include sales to technology resellers in the United States and Canada from the Companys Memphis, Tennessee distribution center. Sales to technology resellers in Canada account for less than 5% of total net sales for the quarter and six month periods ended December 31, 2004 and 2003. The 24.2% increase in North American Distribution sales for the quarter ended December 31, 2004, as compared to the same period in the prior year, was due primarily to gain in market share. The 27.4% increase for the six months ended December 31, 2004, as compared to the same period in the prior year, was due to an increase in large orders and a gain in market share.
Sales of the AIDC and POS product categories for the North America distribution segment increased 22.4% as compared to the prior year quarter and 23.4% as compared to the prior year six month period. The Scan Source selling unit benefited from the aforementioned larger orders and market share gain.
Sales of converged communications products increased 26.0% as compared to the prior year quarter and 32.1% as compared to the prior year six month period. Both Catalyst Telecom , which distributes small and medium business (SMBS) and enterprise (ECG) products, and Para con , which distributes communication products, experienced growth from the recruitment of additional resellers and to larger orders for the six month period ended December 31, 2004.
The Scan Source Security Distribution sales unit was created during the quarter ended December 31, 2004. Sales were immaterial for the quarter and six months ended December 31, 2004.
22
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
International Distribution
The international distribution segment includes sales to Latin America
(including Mexico) and Europe from the Scan
Source
selling unit. Sales for the overall international segment increased 63.0% or $18.3 million for the quarter ended December 31, 2004 and 51.4% or $27.1 million for the six month period as
compared to the same periods in the prior year. The favorable Euro versus U.S. Dollar exchange rate accounts for approximately $2.8 million and $4.8 million of the increase for the quarter and six months ended December 31, 2004. Without the benefit
of the foreign exchange rates, the increase for the quarter and six month periods ended December 31, 2004 would have been 53.4% or $15.5 million and 42.3% or $22.3 million, respectively. The increase in sales was primarily attributable to obtaining
Gross Profit
The following tables summarize the Companys gross profit:
Quarter ended December 31, |
Difference |
Percentage Change |
Percentage of Sales
December 31, |
|||||||||||||||
2004
|
2003
|
2004
|
2003
|
|||||||||||||||
(In thousands) | ||||||||||||||||||
North American distribution |
$ | 32,895 | $ | 26,934 | $ | 5,961 | 22.1 | % | 10.2 | % | 10.4 | % | ||||||
International distribution |
4,966 | 3,969 | 997 | 25.1 | % | 10.5 | % | 13.7 | % | |||||||||
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Gross profit |
$ | 37,861 | $ | 30,903 | $ | 6,958 | 22.5 | % | 10.2 | % | 10.7 | % | ||||||
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Six months ended
December 31, |
Difference |
Change |
Percentage of Sales
December 31, |
|||||||||||||||
2004
|
2003
|
2004
|
2003
|
|||||||||||||||
(In thousands) | ||||||||||||||||||
North American distribution |
$ | 66,024 | $ | 54,681 | $ | 11,343 | 20.7 | % | 10.1 | % | 10.7 | % | ||||||
International distribution |
8,819 | 7,066 | 1,753 | 24.8 | % | 11.1 | % | 13.4 | % | |||||||||
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Gross profit |
$ | 74,843 | $ | 61,747 | $ | 13,096 | 21.2 | % | 10.2 | % | 10.9 | % | ||||||
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North American Distribution
Gross profit for the North American Distribution segment increased 22.1% and $6.0 million for the quarter ended December 31, 2004 and 20.7% and $11.3 million for the six month period as compared to the same periods in the prior year. The increase in gross profit for the quarter and six months ended December 31, 2004 is a result of increased sales volume of the segment.
Gross profit as a percentage of net sales for the North American Distribution segment decreased compared to same periods in the prior year. The decrease is a result of product sales mix, including a greater percentage of large orders with a low value-add requirement, and changes in vendor purchasing programs which had the effect of increasing unit costs. The change in vendor purchasing programs is a combination of decreased program benefits and higher year on year sales volume with fixed dollar incentives on certain programs.
International Distribution
Gross profit for the international distribution segment increased 25.1% and $1.0 million for the quarter ended December 31, 2004 and 24.8% and $1.8 million for the six month period as compared to the same periods in the prior year. The increase was primarily due to increased distribution sales volume as the segment gained additional resellers and market share.
23
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Gross profit, as a percentage of net sales, which is typically greater than the North American Distribution segment, decreased for the quarter and six month periods ended December 31, 2004. The decrease was due to changes in vendor purchasing programs, a greater percentage of large orders for all international geographies, and to the inclusion of additional freight costs for the European business.
Operating Expenses
The following table summarizes the Companys operating expenses:
Period ended
December 31, |
Difference |
Percentage Change |
Percentage of Sales
December 31, |
|||||||||||||||
2004
|
2003
|
2004
|
2003
|
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(In thousands) | ||||||||||||||||||
Quarter |
$ | 23,110 | $ | 20,045 | $ | 3,065 | 15.3 | % | 6.2 | % | 6.9 | % | ||||||
Six months |
$ | 45,422 | $ | 41,204 | $ | 4,218 | 10.2 | % | 6.2 | % | 7.3 | % |
For the quarter ended December 31, 2004, operating expenses included an $800,000 increased profit sharing contribution, a $250,000 charitable contribution, and an increase in marketing related expenses compared to the prior year quarter. Operating expenses as a percentage of net sales decreased for the quarter ended December 31, 2004 due to the accrual of $1.25 million, or $775,000 net of $475,000 tax benefit, in the prior year for the disposition of a sales and use tax matter and to greater economies of scale in selling, general and administrative expenses as the sales volume increased.
The Company continues to invest in infrastructure in Europe and Latin America to expand coverage due to its growth potential. In Europe, the Company has expanded geographically and increased employee headcount. In Latin America, the Company has increased employee headcount in Miami and Mexico City in order to serve an expanding customer base. In North America, an expansion project was begun during the quarter ended December 31, 2004 to increase the capacity of the Memphis, Tennessee distribution center by 50%. Related to this, the Company entered into an operating lease and incurred approximately one month of operating expense. This project was completed in January 2005 and is expected to meet the current and near-term growth of the North American business. The Company also opened an additional Canadian sales office in Toronto in order to increase the focus on current and potential AIDC and POS resellers in eastern Canada. The Company has maintained a western Canadian sales office in Vancouver since 1998.
For the six months ended December 31, 2004, operating expenses included a $2.6 million discretionary profit sharing contribution, a $750,000 charitable contribution, $700,000 of additional bad debt expense over the same period in the prior year, and additional infrastructure investments in Europe and Latin America that occurred throughout the six month period. The six month period ended December 31, 2004 also reflects the costs associated with the aforementioned expansion of the Memphis, Tennessee distribution center and the Canadian sales office in Toronto. Operating expenses for the six months ended December 31, 2003 included $2.3 million of restructuring costs for the ChannelMax segment, a discretionary profit sharing contribution of $1.8 million, and a $1.65 million, or $1.023 million net of $627,000 tax benefit, accrual for the disposition of a sales and use tax matter.
Operating Income
The following table summarizes the Companys operating income:
Period ended
December 31, |
Difference |
Percentage Change |
Percentage of Sales
December 31, |
|||||||||||||||
2004
|
2003
|
2004
|
2003
|
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(In thousands) | ||||||||||||||||||
Quarter |
$ | 14,751 | $ | 10,858 | $ | 3,893 | 35.9 | % | 4.0 | % | 3.8 | % | ||||||
Six months |
$ | 29,421 | $ | 20,543 | $ | 8,878 | 43.2 | % | 4.0 | % | 3.6 | % |
24
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Operating income increased 35.9% and $3.9 million for the quarter ended December 31, 2004 and 43.2% and $8.9 million for the six month period ended December 31, 2004 as compared to the same periods in the prior year. The increase in operating income for the quarter ended December 31, 2004 compared to the prior year quarter is a result of increased sales volume, the accrual of $1.25 million in the prior year for the disposition of a sales and use tax matter, and to greater economies of scale in operating expenses as sales volume increased, partially offset by an increased profit sharing contribution. The increase in operating profit for the six month period ended December 31, 2004 was due to the same reasons mentioned above for the quarter and also to $2.3 million ChannelMax restructuring costs in the prior year.
Operating income as a percentage of net sales increased compared to same periods in the prior year. The increase is primarily due to decreased operating expenses as a percentage of net sales discussed above.
Total Other Expense (Income)
The following table summarizes the Companys total other expense (income):
Quarter ended
December 31, |
Difference |
Percentage Change |
Percentage of Sales
December 31, |
||||||||||||||||||
2004
|
2003
|
2004
|
2003
|
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(In thousands) | |||||||||||||||||||||
Interest expense |
$ | 482 | $ | 284 | $ | 198 | 69.7 | % | 0.1 | % | 0.1 | % | |||||||||
Interest income |
(334 | ) | (85 | ) | (249 | ) | 292.9 | % | -0.1 | % | 0.0 | % | |||||||||
Net foreign exchange (gains) losses |
(258 | ) | (74 | ) | (184 | ) | 248.6 | % | -0.1 | % | 0.0 | % | |||||||||
Other, net |
(42 | ) | 10 | (52 | ) | -520.0 | % | 0.0 | % | 0.0 | % | ||||||||||
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Total other expense |
$ | (152 | ) | $ | 135 | $ | (287 | ) | -212.6 | % | 0.0 | % | 0.0 | % | |||||||
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Six months ended
December 31, |
Difference |
Percentage Change |
Percentage of Sales
December 31, |
||||||||||||||||||
2004
|
2003
|
2004
|
2003
|
||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Interest expense |
$ | 895 | $ | 627 | $ | 268 | 42.7 | % | 0.2 | % | 0.2 | % | |||||||||
Interest income |
(550 | ) | (246 | ) | (304 | ) | 123.6 | % | -0.1 | % | -0.1 | % | |||||||||
Net foreign exchange (gains) losses |
(223 | ) | (296 | ) | 73 | -24.7 | % | -0.1 | % | -0.1 | % | ||||||||||
Other, net |
(30 | ) | 66 | (96 | ) | -145.5 | % | 0.0 | % | 0.0 | % | ||||||||||
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Total other expense |
$ | 92 | $ | 151 | $ | (59 | ) | -39.1 | % | 0.0 | % | 0.1 | % | ||||||||
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Interest expense reflects interest paid on borrowings on the Companys line of credit and long-term debt. Interest expense for the quarter and six months ended December 31, 2004 was $482,000 and $895,000, respectively. Interest expense for the quarter and six months ended December 31, 2003 was $284,000 and $627,000, respectively. The increased expense for the current year was due to higher interest rates and higher average borrowings on the Companys line of credit over the prior year.
Interest income principally represents interest collected from customers. Interest income for the quarter and six months ended December 31, 2004 was $334,000 and $550,000, respectively. Interest income for the quarter and six months ended December 31, 2003 was $85,000 and $246,000, respectively. The increase from the prior year was a result of increased interest income from certain customer financing arrangements.
25
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Foreign exchange gains and losses consist of foreign currency transactional and functional currency re-measurements, offset by net foreign currency exchange contract losses. Net foreign exchange gains for the quarter and six months ended December 31, 2004 were $258,000 and $223,0000, respectively. Net foreign exchange gains for the quarter and six months ended December 31, 2003 were $74,000 and $296,000, respectively. The change in foreign exchange gains and losses for the quarter ended December 31, 2004 as compared to the prior year is primarily the result of fluctuation in the value of the Euro versus the British Pound, and to a lesser extent, the U.S. Dollar versus other currencies. The foreign exchange gains and losses for the six months ended December 31, 2004 are comparable to the prior year period. It continues to be our goal to minimize the impact of foreign currency exchange fluctuations through an effective hedging program. The Companys foreign exchange policy prohibits entering into speculative transactions.
Provision For Income Taxes
Income tax expense was $5.7 million and $11.2 million for the quarter and six months ended December 31, 2004, respectively, reflecting an effective income tax rate of 38.4% and 38.2%, respectively. Income tax expense was $3.9 million and $7.5 million for the quarter and six months ended December 31, 2003, respectively, reflecting an effective income tax rate of 36.7% and 36.9%, respectively. The effective income tax rate for the prior full fiscal year was 38.3%.
Minority Interest in Income of Consolidated Subsidiaries
The Company consolidates two subsidiaries that have a minority ownership interest. Minority interest income reflects the minority interest earnings of
these subsidiaries for the respective periods. For the quarter and six months ended December 31, 2004, the Company owned 88% of OUI and 76% of Netpoint.
For the quarter and six months ended December 31, 2003 the Company owned 76% of
Net Income
The following table summarizes the Companys net income:
Period ended
December 31, |
Difference |
Percentage Change |
Percentage of Sales December 31, |
|||||||||||||||
2004
|
2003
|
2004
|
2003
|
|||||||||||||||
(In thousands) | ||||||||||||||||||
Quarter |
$ | 9,084 | $ | 6,667 | $ | 2,417 | 36.3 | % | 2.5 | % | 2.3 | % | ||||||
Six months |
$ | 17,998 | $ | 12,747 | $ | 5,251 | 41.2 | % | 2.5 | % | 2.3 | % |
The increase in the amount of net income is attributable to the changes in operating profits and provision for income taxes discussed above.
26
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
The Companys primary sources of liquidity are cash flow from operations, borrowings under the revolving credit facility, and, to a lesser extent, borrowings under the subsidiarys line of credit, and proceeds from the exercise of stock options.
The Companys cash balance totaled $1.6 million at December 31, 2004 compared to $1.0 million at June 30, 2004. Domestic cash is generally swept on a nightly basis to pay down the Companys line of credit under the revolving credit facility. The Companys working capital increased to $232.5 million at December 31, 2004 from $188.1 million at June 30, 2004. The increase in working capital resulted primarily from a $12.4 million increase in the Companys trade and notes receivable and a $34.7 million increase in inventories offset by a $4.5 million increase in the current portion of long-term debt. The increase in receivables and inventory is due to levels necessary to support worldwide growth of the Company.
The increase in the amount of trade and notes receivable is attributable to an increase in sales during the quarter. The number of days sales outstanding (DSO) in ending trade receivables remained comparable at December 31, 2004 and June 30, 2004, at 46 and 47 days, respectively. Inventory turnover improved to 6.6 times for the quarter ended December 31, 2004 from 6.5 times for the quarter ended June 30, 2004. The company decreased accounts payable due to quarter end timing of domestic bi-weekly payments as well as a more linear pattern of purchases of inventory, which in turn accelerates traditional accounts payable payment patterns.
Cash used in operating activities was $25.2 million for the six months ended December 31, 2004 compared to $3.8 million for the six months ended December 31, 2003. The increase in cash used in operating activities was primarily attributable to changes in current assets and liability accounts for each respective period referenced above.
Cash used in investing activities for the six months ended December 31, 2004 was $2.1 million, which included $1.6 million for capital expenditures and $521,000 primarily for additional ownership interest in one of the Companys majority-owned subsidiaries (Netpoint). The Companys capital expenditures included $617,000 related to the expansion of the Memphis, Tennessee distribution center, as well as purchases of software, furniture and equipment.
Cash used in investing activities for the six months ended December 31, 2003 was $1.5 million, which included approximately $1.2 million for capital expenditures, $277,000 for additional ownership interests in two of the Companys majority-owned subsidiaries (Netpoint and OUI), and the remaining 10% minority interest of ChannelMax. The Companys capital expenditures resulted from purchases of software for financial reporting, web-based software for product ordering and configuration, as well as furniture and equipment.
At December 31, 2004, the Company had a $100 million multi-currency revolving credit facility with its bank group, which matures on July 31, 2008. The new credit facility was entered into on July 16, 2004. This facility has an accordion feature that allows the Company to increase the revolving credit line up to an additional $50 million, the first $30 million of which is committed with the existing bank group and the remaining $20 million is subject to syndication. The facility bears interest at either the 30-day LIBOR rate of interest in the United States or the 30, 60, 90 or 180-day LIBOR rate of interest in Europe. The interest rate is the appropriate LIBOR rate plus a rate varying from .75% to 1.75% tied to the Companys funded debt to EBITDA ratio ranging from 0.00:1.00 to 2.50:1.00 and a fixed charge coverage ratio of not less than 1.50:1. The effective weighted average interest rate at December 31, 2004 was 3.26% and the outstanding borrowings were $59.9 million on a calculated borrowing base of $100 million, leaving $40.1 million available for additional borrowings. The facility is collateralized by domestic assets, primarily accounts receivable and inventory. The agreement contains other restrictive financial covenants, including among other things, total liabilities to tangible net worth ratio and capital expenditure limits. The Company was in compliance with its covenants at December 31, 2004.
At June 30, 2004, the Companys former revolving credit facility with its bank group had a borrowing limit of the lesser of (i) $80 million or (ii) the sum of 85% of eligible accounts receivable plus the lesser of (a) 50% of eligible
27
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
inventory or (b) $40 million. The interest rate was the 30-day LIBOR rate of interest plus a rate varying from 1.00% to 2.50% tied to the Companys funded debt to EBITDA ratio ranging from 2.50:1 to 4.25:1 and a fixed charge coverage ratio of not less than 2.75:1. The effective interest rate at June 30, 2004 was 2.13% and the outstanding balance was $32.6 million on a calculated borrowing base of $80 million, leaving $47.4 million available for additional borrowings. The revolving credit facility was collateralized by accounts receivable and eligible inventory. The credit agreement contained various restrictive covenants, including among other things, minimum net worth requirements, capital expenditure limits, maximum funded debt to EBITDA ratio and a fixed charge coverage ratio. The Company was in compliance with its covenants at June 30, 2004 and at the restatement date of the credit agreement.
At December 31, 2004, Netpoint, doing business as Scan Source Latin America, had an asset-based line of credit with a bank that was due on demand and had a borrowing limit of $1 million (increased from $600,000 as of August 27, 2004). The facility matures on August 27, 2005 and is collateralized by accounts receivable and eligible inventory. The facility contains a restrictive covenant which requires an average deposit of $50,000 at the bank. The Company has guaranteed 76% of the balance on the line, while the remaining 24% of the balance was guaranteed by Netpoints minority shareholder. The facility bears interest at the banks prime rate minus one percent. At December 31, 2004, the effective interest rate was 4.25%. At December 31, 2004 the outstanding balance was $950,000 and the outstanding standby letters of credit totaled $40,000, leaving $10,000 available for borrowings. Netpoint was in compliance with its covenant at December 31, 2004.
At June 30, 2004, Netpoint had an asset-based line of credit agreement with a bank that was due on demand. The borrowing limit on the line was the lesser of $600,000 or the sum of 75% of domestic accounts receivable and 50% of foreign accounts receivable, plus 10% of eligible inventory (up to $250,000). The interest rate was the banks prime rate minus one percent, which was 3.00% at June 30, 2004. All of Netpoints assets collateralized the line of credit. The Company had guaranteed 68% of the balance on the line, while the remaining 32% of the balance was guaranteed by Netpoints minority shareholder. At June 30, 2004, there were no outstanding borrowings on the line of credit. However, outstanding standby letters of credit totaled $40,000 leaving $560,000 available for additional borrowings. Netpoint was in compliance with its covenants at June 30, 2004.
Cash provided by financing activities for the six months ended September 30, 2004 totaled $27.8 million, including $27.0 million in advances under the Companys credit facility and $1.2 million in proceeds from stock option exercises offset by $411,000 in payments on long-term debt. Cash provided by financing activities for the six months ended December 31, 2003 totaled $3.1 million, including $1.2 million in advances under the Companys credit facility and $2.3 million in proceeds from stock option exercises offset by $431,000 in payments on long-term debt.
The note payable secured by the distribution center land and building matures on September 5, 2005 with a balloon payment of approximately $4.8 million. The Company has ample borrowing capacity under its existing credit facility and is reviewing its various financing options to satisfy its obligations with respect to such payment. As of December 31, 2004 the $5.2 million balance was classified as current debt. As of June 30, 2004, the current portion of the debt was $647,000 and the long-term portion was $4.9 million.
The Company believes that it has sufficient liquidity to meet its forecasted cash requirements for at least the next fiscal year.
Accounting Standards Recently Issued
In January 2003, the FASB issued Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. FIN 46 clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements , to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 applies immediately to variable interest entities (VIEs) created after January 31, 2003, and to VIEs in which an enterprise obtains an interest after that date. In December 2003, the FASB published a revision to FIN 46 to
28
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
clarify some of the provisions and to exempt certain entities from its requirements. Under the new guidance, special effective date provisions apply to enterprises that have fully or partially applied FIN 46 prior to issuance of the revised interpretation. Otherwise, application of Interpretation 46R (FIN 46R) is required in financial statements of public entities that have interests in structures that are commonly referred to as special-purpose entities (SPEs) for periods ending after December 15, 2003. Application by public entities, other than small business issuers, for all other types of VIEs other than SPEs is required in financial statements for periods ending after March 15, 2004. The Company has completed its evaluation of all potential VIEs relationships existing prior to February 1, 2003. The Company did not create or obtain any interest in a variable interest entity during the period February 1, 2003 through December 31, 2004. However, changes in the Companys business relationships with various entities could occur which may impact its financial statements under the requirements of FIN 46R. The Company has concluded that these relationships do not meet the requirements under the provision and therefore, there is no effect of these relationships on the Companys consolidated financial position or results of operations as of December 31, 2004.
On December 16, 2004, the FASB issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation . Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees , and amends FASB Statement No. 95, Statement of Cash Flows . Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Statement 123(R) must be adopted no later than July 1, 2005. Early adoption will be permitted in periods in which financial statements have not yet been issued. We expect to adopt Statement 123(R) on July 1, 2005. Statement 123(R) permits public companies to adopt its requirements using one of two methods: (1) A modified prospective method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of Statement 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the effective date. (2) A modified retrospective method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption. The Company is currently evaluating the adoption alternatives and expects to complete its evaluation by June 30, 2005. As permitted by Statement 123, the company currently accounts for share-based payments to employees using Opinion 25s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Accordingly, the adoption of Statement 123(R)s fair value method may have a significant impact on our result of operations, although it will have no impact on our overall financial position. The impact of adoption of Statement 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had we adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact of Statement 123 as described in the disclosure of pro forma net income and earnings per share in Note 3 to our consolidated financial statements. Statement 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. While the company cannot estimate what those amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amount of operating cash flows recognized in prior periods for such excess tax deductions were $882,000, $3.5 million, and $1.5 million in 2004, 2003 and 2002, respectively. The amount of operating cash flows recognized for such excess tax deductions in the six month period ended December 31, 2004 was $1.1 million.
Impact of Inflation
The Company has not been adversely affected by inflation as technological advances and competition within specialty technology markets has generally caused prices of the products sold by the Company to decline. Management believes that any price increases could be passed on to its customers, as prices charged by the Company are not set by long-term contracts.
29
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Companys principal exposure to changes in financial market conditions in the normal course of its business is a result of its selective use of bank debt and transacting business in foreign currencies in connection with its foreign operations. The Company has chosen to present this information below in a sensitivity analysis format.
The Company is exposed to changes in interest rates primarily as a result of its borrowing activities, which include revolving credit facilities with a group of banks used to maintain liquidity and fund the Companys business operations. The nature and amount of the Companys debt may vary as a result of future business requirements, market conditions and other factors. The definitive extent of the Companys interest rate risk is not quantifiable or predictable because of the variability of future interest rates and business financing requirements, but the Company does not believe such risk is material. A hypothetical 100 basis point increase or decrease in interest rates on borrowings on the Companys revolving line of credit, variable rate long term debt and subsidiary line of credit for the quarter and six months ended December 31, 2004 would have resulted in an approximately $121,000 and $208,000 decrease or increase, respectively, in pre-tax income. The Company does not currently use derivative instruments or take other actions to adjust the Companys interest rate risk profile.
The Company is exposed to foreign currency risks that arise from its foreign operations in Canada, Mexico and Europe. These risks include the translation of local currency balances of foreign subsidiaries, inter-company loans with foreign subsidiaries and transactions denominated in non-functional currencies. Foreign exchange risk is managed by using foreign currency forward and option contracts to hedge these exposures. The Companys Board of Directors has approved a foreign exchange hedging policy to minimize foreign currency exposure. The Companys policy is to utilize financial instruments to reduce risks where internal netting cannot be effectively employed and not to enter into foreign currency derivative instruments for speculative or trading purposes. The Company monitors its risk associated with the volatility of certain foreign currencies against its functional currencies and enters into foreign exchange derivative contracts to minimize short-term currency risks on cash flows. The Company continually evaluates foreign exchange risk and may enter into foreign exchange transactions in accordance with its policy. Foreign currency gains and losses are included in other expense (income).
The Company has elected not to designate its foreign currency contracts as hedging instruments, and therefore, the instruments are marked to market with changes in their values recorded in the Consolidated Income Statement each period. The underlying exposures are denominated primarily in British Pounds, Euros, and Canadian Dollars. At December 31, 2004, the Company had no currency forward contracts outstanding. At June 30, 2004, the Company had one currency forward contract outstanding with a net liability under the contract of $21,000.
The Company does not utilize financial instruments for trading or other speculative purposes, nor does it utilize leveraged financial instruments. On the basis of the fair value of the Companys market sensitive instruments at December 31, 2004 and June 30, 2004, the Company does not consider the potential near-term losses in future earnings, fair values and cash flows from reasonably possible near-term changes in interest rates and exchange rates to be material.
30
Item 4. Controls and Procedures
Evaluation of Controls and Procedures
The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. As of the end of the period covered by this report, the Companys Chief Executive Officer and Chief Financial Officer evaluated, with the participation of management, the effectiveness of the Companys disclosure controls and procedures as required by Rule 13a-15 or 15d-15 of the Exchange Act. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective. There were no changes in the Companys internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act, that occurred during the Companys most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
Limitations on the Effectiveness of Controls
The Company maintains a system of internal accounting controls to provide reasonable assurance that assets are safeguarded and that transactions are executed in accordance with managements authorization and recorded properly to permit the preparation of financial statements in accordance with accounting principles generally accepted in the United States. However, the Companys management, including the CEO and CFO, does not expect that the Companys disclosure controls or internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty. Breakdowns in the control systems can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
31
Item 4. Submission of Matters to a Vote of Security Holders
The Companys annual meeting of shareholders was held on December 2, 2004. At the annual meeting, the shareholders (i) elected six directors who constitute all the directors continuing on the Board after the meeting, (ii) amended the Companys Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock of the Company from 25,000,000 to 45,000,000 shares, and (iii) ratified the appointment of independent auditors for fiscal 2005. Votes on each matter presented at the annual meeting were as follows:
(i) Election of directors:
Number of Shares
|
||||
Nominees |
For
|
Withheld
|
||
Michael L. Baur |
10,652,765 | 541,297 | ||
Steven R. Fischer |
8,623,239 | 2,570,823 | ||
James G. Foody |
8,629,975 | 2,564,087 | ||
Michael J. Grainger |
11,084,783 | 109,279 | ||
Steven H. Owings |
10,977,025 | 217,037 | ||
John P. Reilly |
8,623,089 | 2,570,973 |
(ii) Proposal to amend the Companys Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock of the Company from 25,000,000 to 45,000,000 shares:
Number of Shares
|
||
For |
10,342,814 | |
Against |
845,628 | |
Abstain |
5,620 | |
Broker Non-Votes |
|
(iii) Proposal to ratify the appointment of Ernst & Young as the Companys independent auditors for the fiscal year ending June 30, 2005:
Number of Shares
|
||
For |
7,558,781 | |
Against |
3,632,811 | |
Abstain |
2,470 |
32
Exhibits
3.1 | Articles of Amendment Amending the Amended and Restated Articles of Incorporation of the Registrant dated December 2, 2004. | |
31.1 | Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
31.2 | Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
33
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SCANSOURCE, INC. |
/s/ MICHAEL L. BAUR |
MICHAEL L. BAUR |
President and Chief Executive Officer |
(Principal Executive Officer) |
/s/ RICHARD P. CLEYS |
RICHARD P. CLEYS |
Vice President and Chief Financial Officer |
(Principal Financial Officer) |
Date: February 2, 2005
34
Exhibit 3.1
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
1. | The name of the corporation is ScanSource, Inc. |
2. | The date of Incorporation is December 7, 1992. |
3. | The Agents Name and Address is Jeffery A. Bryson at 6 Logue Court, Greenville, SC 29615. |
4. | On December 2, 2004, the corporation adopted the following Amendment(s) of its Articles of Incorporation: |
The first sentence of Article 3 of the Amended and Restated Articles of Incorporation of ScanSource, Inc. is amended to read as follows:
The corporation is authorized to issue two classes of stock as follows:
Class of Shares |
Authorized Number of Each Class |
|
Common Stock |
45,000,000 | |
Preferred Stock |
3,000,000 |
The remainder of Article 3 will not be changed.
5. | The manner, if not set forth in the Amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert not applicable or NA). N/A |
6. | Complete either a or b, whichever is applicable. |
a. | x | Amendment(s) adopted by shareholder action. | ||
At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was: |
Voting Group |
Number of
Shares |
Number of Votes Entitled to be Cast |
Number of Votes Represented at the meeting |
Number of Undisputed* Shares For or Against |
||||||
Common |
12,618,792 | 12,618,792 | 11,194,062 | 10,342,814 | 845,628 | |||||
Preferred |
0 | 0 | 0 | 0 | 0 |
ScanSource, Inc.
* NOTE: |
Pursuant to Section 33-10-106(6)(i) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group. |
b. | ¨ | The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina code of Laws, as amended, and shareholder action was not required. |
7. | Unless a delayed date is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See Section 33-1-230(b) of 1976 South Carolina Code of Laws, as amended) |
Date: December 2, 2004 |
ScanSource, Inc. |
|
Name of Corporation | ||
/s/ Michael L. Baur |
||
Signature | ||
Michael L. Baur, President |
||
Type or Print Name and Office |
- 2 -
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
AMENDED AND
RESTATED ARTICLES OF INCORPORATION
SCANSOURCE, INC.
Pursuant to §33-10-107 of the 1976 South Carolina, as amended, the corporation hereby submits the following information:
1. | NAME . The name of the Corporation is ScanSource, Inc. The original articles of incorporation were filed on December 7, 1992 Corporation under the name of ScanSource, Inc., and the name of the Corporation has never been changed. |
2. | OFFICE AND AGENT . The registered office of the corporation is 6 Logue Court, Suite G in the city of Greenville, South Carolina 29615, and the registered agent at such address is Jeffery A. Bryson. |
3. | STOCK . The corporation is authorized to issue two classes of stock as follows: |
Class of Shares |
Authorized
Number of Each Class |
|
Common |
10,000,000 | |
Preferred Stock |
3,000,000 |
The relative rights, preferences, and limitations of the shares of each class, and of each series within a class, are as follows:
a. Common Stock . Authority is hereby expressly granted to and vested in the Board of Directors of this corporation to provide for the issue of common stock. The corporations shares of common stock shall have no par value. The holders of record of shares of common stock shall be entitled to unlimited voting rights equating to one (1) vote per outstanding share of common stock on all matters upon which shareholders are entitled to vote. Shares of common stock shall have distribution, dividend, and liquidation rights granted by law or declared by resolution or resolutions of the Board of Directors from time to time, except that in the absence of the establishment of liquidation rights for one or more series of preferred stock (either preferentially to, or on a parity with, the common stock) as provided below, the holders of record of shares of common stock shall be entitled to receive the net assets of this corporation upon dissolution. The distribution, dividend, and liquidation rights associated with the shares of common stock will be subordinated only to the comparable distribution, dividend, or liquidation rights associated with shares of certain series of preferred stock, if any, but only to the extent
Page 1
such preferences, if any, are established for one or more series of preferred stock by the Board of Directors in its discretion as provided below.
b. Preferred Stock . Authority is also hereby expressly granted to and vested in the Board of Directors of this corporation to provide for the issue of preferred stock in one or more series, and in connection therewith to establish by resolution or resolutions of the Board of Directors from time to time providing for the issue of such series, the number of shares to be included in such series, the designation thereof, and the relative rights, preferences, and limitations of each series and the variations in such rights, preferences, and limitations as between series, all to the fullest extent permitted by Section 33-6-102 of the South Carolina Business Corporations Act of 1988, as amended from time to time (the Act). Without limiting the generality of the grant of authority contained in the preceding sentence, the Board of Directors is authorized to determine any or all of the following with respect to any series of the preferred stock, and the shares of each series may vary from the shares of any other series in any or all of the following respects:
(i) The number of shares of such series (which may subsequently be increased, except as otherwise provided by the resolution or resolutions of the Board of Directors providing for the issue of such series, or decreased to a number not less than the number of shares then outstanding) and the distinguishing designation thereof.
(ii) The distribution, dividend, and liquidation rights, if any, of such series; the distribution, dividend, or liquidation preferences, if any, as between such series and any other class or series of stock; whether and the extent to which shares of such series shall be entitled to participate in any distributions, dividends, or liquidation proceeds with shares of any other class or series of stock; whether and the extent to which any distributions, dividends, or liquidation proceeds on such series shall be cumulative, noncumulative, or partially cumulative, and any limitations, restrictions, or conditions on the payment of such distributions, dividends, or liquidation proceeds; and whether and the extent to which share dividends of one series of preferred stock may be issued in respect of shares of another series or class without approval of the holders of the series from which the share dividend is to be issued.
(iii) The time or times during which, the price or prices at which, and any other terms or conditions on which, the shares of such series may be redeemed, if redeemable, including without limitation whether redeemable at the option of the corporation, the shareholder, or any other person.
(iv) The par value or absence of par value, and other economic features of such series.
.
Page 2
(v) The voting powers, if any, in addition to the voting powers prescribed by law for shares of such series as a voting group, if any, and the conditions upon effectiveness, and the terms and limitations for exercise of, such voting powers.
(vi) Whether shares of such series shall be convertible into or exchangeable for shares of any other series or class of stock (including without limitation shares of common stock) or any other securities, and the terms and conditions, if any, applicable to such right, including without limitation whether convertible or exchangeable at the option of the corporation, the shareholder or any other person.
(vii) The terms and conditions of applicable purchase, retirement, or sinking fund, if any, which may be provided for the shares of such series.
(viii) The restrictions, if any, upon the creation of indebtedness, payment of distributions on other classes or series of stock, or creation or issuance of additional securities, ranking on a parity with or prior to such series.
(ix) Other relative, participating, optional, or special rights, qualifications, limitations, values, or restrictions, if any, for shares of such series.
Each such series of preferred stock shall be eligible for issue upon the Board of Directors duly adopting the appropriate resolution or resolutions and filing with the Secretary of State of South Carolina of articles of amendment as set forth in Section 33-6-102 of the Act, which shall be effective without shareholder action.
4. | OPTIONAL PROVISIONS. The optional provisions which the corporation elects to include in the articles of incorporation are as follows: |
a. Preemptive Rights . This corporation elects not to have preemptive rights. No shareholder shall be entitled to preemptive rights, and no shares of stock of any class issued by this corporation shall be subject to any preemptive rights.
b. Cumulative Voting . This corporation elects not to have cumulative voting. No shareholder shall be entitled to vote cumulatively for election of directors, and no shares of stock of any class issued by this corporation may be cumulatively voted for election of directors.
c. Evaluation of Offers . To the fullest extent permitted by law, the Board of Directors, when evaluating any offer by another party to (i) make a tender or exchange offer for any equity security of this corporation outside of the ordinary course of business, (ii) merge or consolidate this corporation with any other corporation, (iii) purchase or otherwise acquire all or substantially all of the properties and assets of this corporation, or (iv) undertake any similar extraordinary corporate transactions with this
Page 3
corporation, may in its discretion, in connection with the exercise of its judgment in determining what is in the best interests of this corporation and its shareholders, give due consideration to: (aa) all relevant factors, including without limitation the social, legal, and economic effects on the employees, customers, suppliers, and other constituencies of this corporation and its subsidiaries, on the communities and geographical areas in which this corporation and its subsidiaries operate or are located, and on any of the businesses and properties of this corporation or any of its subsidiaries, as well as such other factors as the directors deem relevant; and (bb) all features of the consideration being offered, not only in relation to the then current market price for the corporations outstanding shares of capital stock, but also in relation to the then current value of the corporation in a freely negotiated transaction and in relation to the Board of Directors estimate of the future value of this corporation (including the unrealized value of its properties and assets) as an independent going concern.
d. Director Immunity . No director of this corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of such directors fiduciary duty as a director; provided however, the foregoing shall not eliminate or limit the liability of a director: (i) for any breach of the directors duty of loyalty to this corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve gross negligence, intentional misconduct, or a knowing violation of law; (iii) imposed for unlawful distributions as set forth in Section 33-8-330 of the Act; or (iv) for any transaction from which the director derived an improper personal benefit. This provision shall eliminate or limit the liability of a director of this corporation to the maximum extent permitted from time to time by the Act or any successor law or laws. Any repeal or modification of the foregoing protection by the shareholders of this corporation shall not adversely affect any right or protection of a director of this corporation existing at the time of such repeal or modification.
e. State Antitakeover Law . Articles 1 and 2 (Sections 35-2-101 et seq. and Sections 35-2-201 et seq., respectively, of the Code of Laws of South Carolina, 1976, cum supp. 1992) of the South Carolina Control Share Acquisition and Business Combination Act of 1988 as amended from time to time (the Antitakeover Act) shall not apply to control share acquisitions or business combinations (as defined in the Antitakeover Act) involving this corporation. This corporation elects not to be governed by the Antitakeover Act.
f. Miscellaneous . Terms used herein which are not otherwise defined shall have the meanings ascribed to them in the Act. All references to statutory provisions shall be deemed to include corresponding sections of succeeding law. Each provision of these Articles of Incorporation shall be deemed severable from, and shall survive the illegality or invalidity of, any other provision herein.
Page 4
5. EFFECTIVE DATE . This application will be effective upon acceptance for filing by the Secretary of State.
DATE: December 23, 1993 |
SCANSOURCE, INC. |
|||||||
By: |
/s/ Michael L. Baur |
|||||||
Michael L. Baur Its: President |
Page 5
Certificate Accompanying the Amended and Restated
Articles of Incorporation of
ScanSource, Inc.
The attached Amended and Restated Articles of Incorporation contain one or more amendments to the corporations articles of incorporation. Pursuant to Section 33-10-107(d)(2), the following information concerning the amendments is hereby submitted:
1. | On December 23, 1993, the corporation adopted the following amendments to its articles of incorporation: |
See Exhibit A attached hereto and incorporated herein.
2. | The manner in which the exchange and cancellation of issued shares shall be effected as provided for in the resolutions of the corporations shareholders and directors approving the Amendment is as follows: |
Immediately following the proper filing in the office of the Secretary of State of South Carolina of these Amended And Restated Articles of Incorporation, the currently issued and outstanding shares of the currently authorized three million (3,000,000) shares of preferred stock, no par value, of the Corporation (Preferred Stock) shall be automatically converted into the same number of shares of common stock, no par value, of the Corporation (Common Stock) such that any rights, preferences, and limitations that may have existed with respect to such shares of Preferred Stock shall be terminated and the shares of Common Stock into which such shares of Preferred Stock are converted shall have the rights, preferences and limitations as set forth in these Amended And Restated Articles of Incorporation for shares of Common Stock.
3. | The amendments were adopted by shareholder action. |
At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares, was:
Voting Group |
No. of Outstanding Shares |
No. of Votes Entitled to be Cast |
No. of Votes Represented at the meeting |
No. of Undisputed Shares Voted |
||||||
For
|
Against
|
|||||||||
Common | 252,630 | 252,630 | 252,630 | 252,630 | 0 | |||||
Preferred | 500,000 | 500,000 | 500,000 | 500,000 | 0 |
SCANSOURCE, INC. |
||||||||
By: |
/s/ Michael L. Baur |
|||||||
Michael L. Baur Its: President |
Page 6
EXHIBIT A
RESOLVED, that the shareholders of the Corporation deem it advisable and in the best interests of the Corporation that the Articles of Incorporation of the Corporation be amended as follows:
Article 3 of the Articles of Incorporation of the Corporation is amended to read in its entirety as follows:
3. The corporation is authorized to issue two classes of shares of stock as follows:
Class of Shares |
Authorized
Number of Each Class |
|
Common Stock | 10,000,000 | |
Preferred Stock | 3,000,000 |
The relative rights, preferences, and limitations of the shares of each class, and of each series within a class, are as follows:
a. Common Stock . Authority is hereby expressly granted to and vested in the Board of Directors of this corporation to provide for the issue of common stock. The corporations shares of common stock shall have no par value. The holders of record of shares of common stock shall be entitled to unlimited voting rights equating to one (1) vote per outstanding share of common stock on all matters upon which shareholders are entitled to vote. Shares of common stock shall have distribution, dividend, and liquidation rights granted by law or declared by resolution or resolutions of the Board of Directors from time to time, except that in the absence of the establishment of liquidation rights for one or more series of preferred stock (either preferentially to, or on a parity with, the common stock) as provided below, the holders of record of shares of common stock shall be entitled to receive the net assets of this corporation upon dissolution. The distribution, dividend, and liquidation rights associated with the shares of common stock will be subordinated only to the comparable distribution, dividend, or liquidation rights associated with shares of certain series of preferred stock, if any, but only to the extent such preferences, if any, are established for one or more series of preferred stock by the Board of Directors in its discretion as provided below.
b. Preferred Stock . Authority is also hereby expressly granted to and vested in the Board of Directors of this corporation to provide for the issue of preferred stock in one or more series, and in connection therewith to establish by resolution or resolutions of the Board of Directors from time to time providing for the issue of such series, the number of shares to be included in such series, the designation thereof, and the relative rights, preferences, and limitations of each series and the variations in such rights, preferences, and limitations as between series, all to the fullest extent permitted by Section 33-6-102 of the South Carolina Business Corporations Act of 1988, as
Page 7
amended from time to time (the Act). Without limiting the generality of the grant of authority contained in the preceding sentence, the Board of Directors is authorized to determine any or all of the following with respect to any series of the preferred stock, and the shares of each series may vary from the shares of any other series in any or all of the following respects:
(i) The number of shares of such series (which may subsequently be increased, except as otherwise provided by the resolution or resolutions of the Board of Directors providing for the issue of such series, or decreased to a number not less than the number of shares then outstanding) and the distinguishing designation thereof.
(ii) The distribution, dividend, and liquidation rights, if any, of such series; the distribution, dividend, or liquidation preferences, if any, as between such series and any other class or series of stock; whether and the extent to which shares of such series shall be entitled to participate in any distributions, dividends, or liquidation proceeds with shares of any other class or series of stock; whether and the extent to which any distributions dividends or liquidation proceeds on such series shall be cumulative, noncumulative, or partially cumulative, and any limitations, restrictions, or conditions on the payment of such distributions, dividends, or liquidation proceeds; and whether and the extent to which share dividends of one series of preferred stock may be issued in respect of shares of another series or class without approval of the holders of the series from which the share dividend is to be issued.
(iii) The time or times during which, the price or prices at which, and any other terms or conditions on which, the shares of such series may be redeemed, if redeemable, including without limitation whether redeemable at the option of the corporation, the shareholder, or any other person.
(iv) The par value or absence of par value, and other economic features of such series.
(v) The voting powers, if any, in addition to the voting powers prescribed by law for shares of such series as a voting group, if any, and the conditions upon effectiveness, and the terms and limitations for exercise of, such voting powers.
(vi ) Whether shares of such series shall be convertible into or exchangeable for shares of any other series or class of stock (including without limitation shares of common stock) or any other securities, and the terms and conditions, if any, applicable to such right, including without limitation whether convertible or exchangeable at the option of the corporation, the shareholder or any other person.
Page 8
(vii) The terms and conditions of applicable purchase, retirement, or sinking fund, if any, which may be provided for the shares of such series.
(viii) The restrictions, if any, upon the creation of indebtedness, payment of distributions on other classes or series of stock, or creation or issuance of additional securities, ranking on a parity with or prior to such series.
(ix) Other relative, participating, optional, or special rights, qualifications, limitations, values, or restrictions, If any, for shares of such series.
Each such series of preferred stock shall be eligible for issue upon the Board of Directors duly adopting the appropriate resolution or resolutions and filing with the Secretary of State of South Carolina of articles of amendment as set forth in Section 33-6-102 of the Act, which shall be effective without shareholder action.
Article 5 of the Articles of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
5. The optional provisions which this corporation elects to include in these Articles of Incorporation are as follows:
a. Preemptive Rights . This corporation elects not to have preemptive rights. No shareholder shall be entitled to preemptive rights, and no shares of stock of any class issued by this corporation shall be subject to any preemptive rights.
b. Cumulative Voting . This corporation elects not to have cumulative voting. No shareholder shall be entitled to vote cumulatively for election of directors, and no shares of stock of any class issued by this corporation may be cumulatively voted for election of directors.
c. Evaluation of Offers . To the fullest extent permitted by law, the Board of Directors, when evaluating any offer by another party to (i) make a tender or exchange offer for any equity security of this corporation outside of the ordinary course of business, (ii) merge or consolidate this corporation with any other corporation, (iii) purchase or otherwise acquire all or substantially all of the properties and assets of this corporation, or (iv) undertake any similar extraordinary corporate transactions with this corporation, may in its discretion, in connection with the exercise of its judgment in determining what is in the best interests of this corporation and its shareholders, give due consideration to: (aa) all relevant factors, including without limitation the social, legal, and economic effects on the employees, customers, suppliers, and other constituencies of this corporation and its subsidiaries, on the communities and geographical areas in which this corporation and its subsidiaries operate or are located, and on any of the businesses and properties of this corporation or any of its subsidiaries, as well
Page 9
as such other factors as the directors deem relevant; and (bb) all features of the consideration being offered, not only in relation to the then current market price for the corporations outstanding shares of capital stock, but also in relation to the then current value of the corporation in a freely negotiated transaction and in relation to the Board of Directors estimate of the future value of this corporation (including the unrealized value of its properties and assets) as an independent going concern.
d. Director Immunity . No director of this corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of such directors fiduciary duty as a director; provided however, the foregoing shall not eliminate or limit the liability of a director; (i) for any breach of the directors duty of loyalty to this corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve gross negligence, intentional misconduct, or a knowing violation of law; (iii) imposed for unlawful distributions as set forth in Section 33-8-330 of the Act; or (iv) for any transaction from which the director derived an improper personal benefit. This provision shall eliminate or limit the liability of a director of this corporation to the maximum extent permitted from time to time by the Act or any successor law or laws. Any repeal or modification of the foregoing protection by the shareholders of this corporation shall not adversely affect any right or protection of a director of this corporation existing at the time of such repeal or modification.
e. State Antitakeover Law . Articles 1 and 2 (Sections 35-2-101 et seq. and Sections 35-2-201 et seq., respectively, of the Code of Laws of South Carolina, 1976, cum supp. 1992) of the South Carolina Control Share Acquisition and Business Combination Act of 1988 as amended from time to time (the Antitakeover Act) shall not apply to control share acquisitions or business combinations (as defined in the Antitakeover Act) involving this corporation. This corporation elects not to be governed by the Antitakeover Act.
f. Miscellaneous . Terms used herein which are not otherwise defined shall have the meanings ascribed to them in the Act. All references to statutory provisions shall be deemed to include corresponding sections of succeeding law. Each provision of these Articles of Incorporation shall be deemed severable from, and shall survive the illegality or invalidity of, any other provision herein.
Page 10
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant Section 33-10-106 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
1. | The name of the corporation is ScanSource, Inc. |
2. | The date of Incorporation is December 7, 1992. |
3. | The Agents Name and Address is Jeffery A. Bryson at 6 Logue Court, Greenville, SC 29615. |
4. | On December 5 , 2002, the corporation adopted the following Amendment(s) of its Articles of Incorporation: |
See Attachment A
5. | The manner, if not set forth in the amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert not applicable or NA). NA |
6. | Complete either a or b, whichever is applicable. |
a. | x Amendment(s) adopted by shareholder action. |
At the date of adoption of the amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was:
Voting Group |
Number of Outstanding Shares |
Number of
Votes Entitled
|
Number of Votes
Represented at the
|
Number of Undisputed * Shares Voted |
||||||
For |
Against
|
|||||||||
Common |
5,885,718 | 5,885,718 | 5,165,334 | 4,156,635 | 1,008,699 | |||||
Preferred |
0 | 0 | 0 | 0 | 0 |
*
NOTE : |
Pursuant to Section 33-10-106(6)(i) of the South Carolina Code of Laws, as amended, the corporation can alternatively
state the total number of undisputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group. |
|||
b. | ¨ | The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code as amended, and shareholder action was not required. |
7. | Unless a delayed date is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See Section 33-1-230(b)) of 1976 South Carolina Code of Laws, as amended: |
DATE |
1/4/03 |
ScanSource, Inc. (Name of Corporation) |
||||||
By: |
/s/ Michael L. Baur |
|||||||
(Signature) | ||||||||
Michael L. Baur, President (Type or Print Name and Office) |
A TTACHMENT A
Article 3 of the Amended and Restated Articles of Incorporation of ScanSource, Inc. is amended to read in its entirety as follows:
3. STOCK . The corporation is authorized to issue two classes of shares of stock as follows:
Class of Shares |
Authorized Number of Each Class
|
|
Common Stock |
25,000,000 | |
Preferred Stock |
3,000.000 |
The relative rights, preferences, and limitations of the shares of each class, and of each series within a class, are as follows:
a. Common Stock . Authority is hereby expressly granted to and vested in the Board of Directors of this corporation to provide for the issue of common stock. The corporations shares of common stock shall have no par value. The holders of record of shares of common stock shall be entitled to unlimited voting rights equating to one ( I ) vote per outstanding share of common stock on all matters upon which shareholders are entitled to vote. Shares of common stock shall have distribution, dividend, and liquidation rights granted by law or declared by resolution or resolutions of the Board of Directors from time to time, except that in the absence of the establishment of liquidation rights for one or more series of preferred stock (either preferentially to, or on a parity with, the common stock) as provided below, the holders of record of shares of common stock shall be entitled to receive the net assets of this corporation upon dissolution. The distribution, dividend, and liquidation rights associated with the shares of common stock will be subordinated only to the comparable distribution, dividend, or liquidation rights associated with shares of certain series of preferred stock, if any, but only to the extent such preferences, if any, arc established for one or more series of preferred stock by the Board of Directors in its discretion as provided below.
b. Preferred Stock . Authority is also hereby expressly granted to and vested in the Board of Directors of this corporation to provide for the issue of preferred stock in one or more series, and in connection therewith to establish by resolution or resolutions of the Board of Directors from time to time providing for the issue of such series, the number of shares to be included in such series, the designation thereof, and the relative rights, preferences, and limitations of each series and the variations in such rights, preferences, and limitations as between series, all to the fullest extent permitted by Section 33-6-102 of the South Carolina Business Corporations Act of 1988, as amended from time to time (the Act). Without limiting the generality of the grant of authority contained in the preceding sentence, the Board of Directors is authorized to determine any or all of the following with respect to any series of the preferred stock, and the shares of each series may vary from the shares of any other series in any or all of the following respects:
(i) The number of shares of such series (which may subsequently be increased, except as otherwise provided by the resolution or resolutions of the Board of Directors providing for the issue of such series, or decreased to a number not less than the number of shares then outstanding) and the distinguishing designation thereof.
(ii) The distribution, dividend, and liquidation rights, if any, of such series; the distribution, dividend, or liquidation preferences, if any, as between such series and any other class or series of stock; whether and the extent to which shares of such series shall be entitled to participate in any distributions, dividends, or liquidation proceeds with shares of any other class
or series of stock; whether and the extent to which any distributions, dividends, or liquidation proceeds on such series shall be cumulative, noncumulative, or partially cumulative, and any limitations, restrictions, or conditions on the payment of such distributions, dividends, or liquidation proceeds; and whether and the extent to which share dividends of one series of preferred stock may be issued in respect of shares of another series or class without approval of the holders of the series from which the share dividend is to be issued.
(iii) The time or times during which, the price or prices at which, and any other terms or conditions on which, the shares of such series may be redeemed, if redeemable, including without limitation whether redeemable at the option of the corporation, the shareholder, or any other person.
(iv) The par value or absence of par value, and other economic features of such series.
(v) The voting powers, if any, in addition to the voting powers prescribed by law for shares of such series as a voting group, if any, and the conditions upon effectiveness, and the terms and limitations for exercise of, such voting powers.
(vi) Whether shares of such series shall be convertible into or exchangeable for shares of any other series or class of stock (including without limitation shares of common stock) or any other securities, and the terms and conditions, if any, applicable to such right, including without limitation whether convertible or exchangeable at the option of the corporation, the shareholder or any other person.
(vii) The terms and conditions of applicable purchase, retirement, or sinking fund, if any, which may be provided for the shares of such series.
(viii) The restrictions, if any, upon the creation of indebtedness, payment of distributions on other classes or series of stock, or creation or issuance of additional securities, ranking on a parity with or prior to such series.
(ix) Other relative, participating, optional, or special rights, qualifications, limitations, values, or restrictions, if any, for shares of such series.
Each such series of preferred stock shall be eligible for issue upon the Board of Directors duly adopting the appropriate resolution or resolutions and filing with the Secretary of State of South Carolina of articles of amendment as set forth in Section 33-6-102 of the Act, which shall be effective without shareholder action.
2
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Michael L. Baur, President and Chief Executive Officer, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Scan Source , Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors or persons performing equivalent functions: |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Michael L. Baur |
Michael L. Baur, President and Chief Executive Officer |
(Principal Executive Officer) |
February 2, 2005
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Richard P. Cleys, Vice President and Chief Financial Officer, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Scan Source , Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors or persons performing equivalent functions: |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Richard P. Cleys |
Richard P. Cleys, Vice President and Chief Financial Officer |
(Principal Financial Officer) |
February 2, 2005
Exhibit 32.1
Certification of the Chief Executive Officer of Scan Source , Inc.
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to § 906
of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report of Scan Source , Inc. (the Company) on Form 10-Q for the quarter ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1) | The Report fully complies with the requirements of §13(a) or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act); and |
2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
February 2, 2005 |
/s/ Michael L. Baur |
|
Michael L. Baur, President and Chief Executive Officer (Principal Executive Officer) |
This certification is being furnished solely to comply with the provisions of § 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the accompanying Report, including for purposes of Section 18 of the Exchange Act, or as a separate disclosure document. A signed original of this written certification required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written certification required by Section 906, has been provided to the Company and will be rendered by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification of the Chief Financial Officer of Scan Source , Inc.
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to § 906
of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report of Scan Source , Inc. (the Company) on Form 10-Q for the quarter ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1) | The Report fully complies with the requirements of §13(a) or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act); and |
2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
February 2, 2005 |
/s/ Richard P. Cleys |
|
Richard P. Cleys, Vice President and Chief Financial Officer (Principal Financial Officer) |
This certification is being furnished solely to comply with the provisions of § 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the accompanying Report, including for purposes of Section 18 of the Exchange Act, or as a separate disclosure document. A signed original of this written certification required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written certification required by Section 906, has been provided to the Company and will be rendered by the Company and furnished to the Securities and Exchange Commission or its staff upon request.